Me and Earl and the Dying Girl is a phenomenal film and one of my absolute favorites from 2015.

Released last summer, this movie has been relatively overlooked. Personally, I don’t know anyone else who has watched Me and Earl and the Dying Girl. Maybe it’s because this was a smaller independent movie without major marketing or star power, but the whole cast is outstanding. Thomas Mann shines as the titular Me (actual character’s name is Greg), and RJ Cyler has a charismatic yet low-key presence as Greg’s best friend/co-worker/acquaintance Earl. Remember the names of those actors.

Olivia Cooke holds her own as well with a solid, overwhelmingly depressing performance as Rachel—the Dying Girl. After repeated viewings, you can really pick up on her nuances and see the literal and figurative transformation of the character. Rachel’s dad left when she was young so she only has her mom. Molly Shannon plays her mom (Denise) and this is undoubtedly the best performance of her career as well as her best movie. Denise actually starts the story in motion by telling Greg’s mom that Rachel has been diagnosed with leukemia. Despite not necessarily being friends, Greg is practically pushed by his mom to hang out with Rachel, which results in an amazingly awkward introduction.

Within the first 15 minutes, the setup is complete and the story is established.

Although the story is based on a book written by Jesse Andrews, director Alfonso Gomez-Rejon had Andrews tweak the screenplay. I haven’t read the book, but I wholeheartedly endorse the changes I discovered. Alfonso Gomez-Rejon felt like he was the only one who could tell this story, and it’s hard to argue with that. The movie was dedicated to his late father and you can tell it’s personalized with certain movie references that influenced Gomez-Rejon. In different (less adept) hands, Me and Earl and the Dying Girl could have transformed into your typical young adult romance fodder.

The interplay between Greg, Earl, and Rachel is the most compelling component of this character-driven drama. Greg tries to keep everyone at a distance because he has very low self-esteem and doesn’t want to get close to people, but he also becomes incredibly selfless through his friendship with Rachel. For better or worse, Greg’s carefully cultivated invisibility disappears. These characters feel like genuine people legitimately reacting to the events and having difficulty coping with their reality. Rachel is dealt a shitty hand by being abandoned by her dad early in life and then dealing with leukemia during her senior year. You feel the burden and weight these characters are carrying in their everyday lives.

While the subject matter is inescapably sad, you can savor the moments of levity.

In particular, Nick Offerman is fucking hilarious as Greg’s dad—it’s a nice counter to Connie Britton’s nagging mom routine. Nick Offerman plays an out-there, off-the-wall professor of sorts who somehow stays at home most of the time. He introduces Greg and Earl to the finest foreign cinema when they’re rather young, which inspired them to make their own homages to the movies they love.

Basically, Greg and Earl change a word or two in the title of a movie they love and then make their own parody story. There are snippets of some movies and you just see the titles of others. In all, they have 42 films—gems like A Sockwork Orange, Burden of Screams, Eyes Wide Butt, My Dinner with Andre the Giant, and Raging Bullshit. I have a real appreciation for those little vignettes. Ultimately, it’s a few short seconds of actual screen time that likely took quite a while to compile the list of fake titles and compose the parody scenes. It is a delightful nod to film history. And most importantly, it results in at least one Werner Herzog impersonation in the movie. I hope you just read that sentence in his voice.

Jon Bernthal is his usual excellent self as the History teacher, Mr. McCarthy. Greg and Earl sit in his office to eat and watch videos during their lunch. It also affords Mr. McCarthy the opportunity to throw down life lessons here and there. I have never experienced a Jon Bernthal performance that I didn’t love, and this movie is absolutely no different. His character adds energy to the school sequences, and I’m convinced his mere presence elevated the performances of Thomas Mann and RJ Cyler. You wish you had a teacher as cool as Jon Bernthal. Hell, I wish I knew anyone as cool as Jon Bernthal.

It would’ve been too easy to make this movie a sappy teen cancer flick about finding love in the worst of times. Me and Earl and the Dying Girl is enjoyable on several levels because it has so many layers. It is unmistakably a movie about how much cancer fucking sucks. But it’s also a comedy about how true friendship works. This is a movie that can and should be enjoyed by various types of audiences. Although the protagonists are teenagers in high school, I would argue that this even more of a heartfelt drama for adults. Prepare for an emotional ride through the human experience.

Maybe it’s just me, but I found a lot to fall madly in love with this movie. As long as you pay attention, Me and Earl and the Dying Girl can continue unfolding itself to you even after the credits roll.